Via Delle Industrie, 2 - 24034 Cisano Bergamasco (BG)
+39 035 0440960 | email@example.com
Farmed by WEBIDOO
Conditions of sale
R4 AUTOMAZIONI s.r.l.
General Terms and Conditions
1. For the whole of the sale and services, including the sales of accessories, as well as for proposals and consultancy, these general conditions of contract are binding, which are an integral part of the same. The object / objects to be sold pursuant to these General Conditions are referred to below with the term Product.
2. The clauses of these general conditions are correlative and inseparable from each other. Any invalidity of individual clauses of these general conditions does not entail the invalidity of the others and does not affect the validity of the contract. If necessary, the parties undertake to negotiate a replacement clause that is as similar as possible to the economic purpose that the clause was intended to become invalid and such as to maintain the contractual balance unchanged. In no case may the clause in question be replaced by the Customer's general terms and conditions.
3. Any agreements, declarations or commitments of agents, employees and officers of R4 Automazioni s.r.l. which occurred before, simultaneously or after, the signing of the Contract will not be binding for R4 Automazioni s.r.l. if not agreed in writing, precisely indicating the provisions to be modified or integrated between the parties, and confirmed by R4 Automazioni s.r.l. in written form. This also applies to any waiver of this written form requirement.
4. Any changes and additions to these clauses and conditions must be made in writing. This also applies to any waiver of this written form requirement.
5. R4 Automazioni s.r.l. will not be bound by the Customer's general purchase conditions (hereinafter, "CGA"), even in the event that they are referred to or are contained in the orders or in any other documentation from the Customer, without prior and explicit written consent of R4 Automazioni srl
1. Any written communication between the parties must be sent, in Italian, to their respective registered offices or to the domicile possibly elected for this purpose.
2. Communication made in places other than those indicated in the previous point one of this article will be considered ineffective. Any change in domicile or registered office must be communicated in writing to the other party and will be valid from the written confirmation of receipt of such communication.
3. Any technical communication regarding the progress of the processing or design of the Product must be signed or approved by the Manager indicated in the Contract through written communication.
1. R4 Automazioni s.r.l. has the obligation to provide the Customer with what is established and agreed in the Contract and the Customer is obliged to fulfill the obligations assumed under the specific conditions agreed in the same and those provided for in these Conditions.
2. The Product consists of the machine system as indicated in the Contract, which is sold to the Customer, as well as the free license to use the Know How (relating to the machine system supplied), owned by R4 Automazioni srl, which is conferred to the Customer himself at the same time, under the conditions set out in the following clauses.
3. Any information or data on the characteristics and / or technical specifications of the Products contained in brochures, price lists, catalogs or similar documents, whether in electronic or other format, will be binding only to the extent that such data have been expressly referred to from the Contract. R4 Automazioni s.r.l. reserves the right to make any changes to the Products that may be necessary or appropriate.
4. The technical documentation forming part of an offer is only indicative, unless it is expressly declared binding. R4 Automazioni s.r.l. reserves the right of ownership and the copyright on
cost estimates, drawings and other documents, which cannot be disclosed to third parties without express approval.
4. CONFIDENTIALITY OBLIGATIONS
1. The parties undertake to keep secret all Confidential Information that they become aware of at the same time, before or after the formation of the contract.
2. The term "Confidential Information" (hereinafter IR), in the meaning used here, includes:
(a) all information, including all deeds, documents, drawings, graphic representations and data of any nature (even if not
specifically qualified as "Confidential") that will be provided, verbally or in writing or physically transmitted;
(b) all analyzes, evaluations, reports and other documents, of any nature, prepared or originated by the Parties that contain, reproduce or derive from the information referred to in paragraph (a) above:
(c) all analyzes, evaluations, documents and other documents, of any nature, prepared by employees or consultants of the Parties, which contain, directly or indirectly, the information referred to in paragraph (a);
(d) the information learned by the Customer during visits to R4 Automazioni s.r.l. or in relation to the completion of the Contract.
3. This clause will not apply to IRs, or parts thereof, which, as demonstrated by the Client on the basis of adequate written evidence:
(a) are disclosed to the public, at the conclusion of the contract or at a later time, without any breach by the Customer of the obligations assumed under this clause;
(b) the Customer can demonstrate, through written documents, that he was legitimately in possession of these IRs even before the start of the negotiations that led to the conclusion of the Contract;
(c) the Customer has legitimately received from a third party not bound by any obligation of confidentiality towards R4 Automazioni s.r.l .;
(d) have been developed independently by Client personnel without access to the IRs.
4. The Customer undertakes to keep confidential and not to publish or disclose the IRs to third parties without prior written consent of R4 Automazioni s.r.l., also committing not to use these IRs for any purpose other than the use of the Product. The Client undertakes to safeguard the confidentiality of the IRs with the same diligence (and in any case with a diligence not less than a reasonable level) with which it protects its IRs, and to keep the IRs in a safe place.
5. The Client undertakes to limit the disclosure of the IRs to its directors, directors, employees and external professionals (including consultants, self-employed workers and the like), who must necessarily know the IRs and provided that they are bound by confidentiality obligations and not - use at least as restrictive as those contained herein, and also undertakes to inform these subjects of the obligations assumed by the Customer under this document.
6. Where the Client has to communicate IR in order to comply with laws, regulations or decisions by a Judging Body, the Client will be obliged to do so only to the extent necessary for the purposes of compliance, it being understood however that the Client must promptly inform R4 Automazioni srl in writing of this IR communication request, in such a way that R4 Automazioni s.r.l. may require an adequate protective measure. In case of lack of timely communication, the Customer will be held responsible for any damage. The Client must make every effort to ensure the confidential treatment of the IRs to be disclosed.
7. The Customer, upon written request of R4 Automazioni s.r.l., must immediately return to R4 Automazioni s.r.l. all the IR of a material nature provided by it, including, but not limited to, materials, documents, plans, drawings, data containers of any type, and any copy of the same, without prejudice to the fact that the Customer may keep a copy of the material returned by keeping it inside
of the confidential and restricted access archives, in order to determine the possible existence of an obligation and only in relation to this purpose.
8. R4 Automazioni s.r.l. makes no representations or warranties regarding IRs. Client will rely on IRs at its sole risk. Customer acknowledges that IRs are provided "as is".
9. In the event of violation, or threatened violation, of the provisions of this article, R4 Automazioni s.r.l. will be authorized to request a judicial measure by which the Customer is ordered to refrain from committing this violation, without the need to demonstrate or prove the damages actually suffered.
5. INDUSTRIAL PROPERTY
1. R4 Automazioni s.r.l. has studied, designed and manufactured the Product and is the sole owner of the Industrial Property rights and the use of the Know How.
2. For the purposes of the contract, Know How means the set of secret and substantial technical information, identified through the study and design of the Product, as well as the system of use relating to it.
3. The granting of a free use license in favor of the Customer referred to in the previous article 3 has as an essential condition that the Customer maintains the secrecy of the information received to protect the rights of R4 Automazioni srl. In any case, the Customer cannot claim any request regarding all the secret and confidential technical information concerning the study and design of the Product (drawings, construction details, etc.) and the system of use of the same.
4. All drawings, specifications, samples, models, equipment and documents relating to the Product or its manufacture, transmitted by one party to the other party, before or after the formation of the contract, will remain the property of the party which transmits them. It will not be possible, without the consent of the other party, to make any use other than that for which they were provided.
5. The Customer may not produce, have produced or supply to third parties, directly or indirectly, products manufactured using the technical information referred to above or the confidential information referred to in Article 4 above.
6. R4 Automazioni s.r.l. claims ownership of any other industrial property right, such that it can compete on the basis of the Italian and European regulations in force on the subject.
6. INDUSTRIAL PROPERTY OF THIRD PARTIES
1.The Customer will be solely responsible for the fact that the materials, documents and other information provided by him do not violate the intellectual property rights or other rights of third parties. The same rule will apply in the event that the Customer indicates, by means of instructions, information, documentation, drafts, drawings or other, the way in which a Product is to be created or a service provided under the Contract.
2. The Customer will have the obligation to indemnify and hold harmless R4 Automazioni s.r.l. against any claim made on the basis of any such violation.
1. The price agreed in the Contract is unitary for the Product indicated and represents the price of the sale, anything else not expressly indicated in the Contract is excluded.
2. The price is net of discounts and taxes, for EXW delivery at the warehouse of R4 Automazioni s.r.l .. Packaging and any additional costs are excluded from the price.
3. Any changes to the Product must be requested by the Customer in writing and will be invoiced to the latter in addition to what has been agreed in the Contract, at the time of the first invoice following the request for change. The design and production price of the modifications will be increased from five percent (5%) to fifteen percent (15%), in proportion to the time elapsed from the start date of the project or, if earlier, from the date of conclusion of the Contract. . The Customer cannot in any case request changes once the design of the Product has been completed.
4. If, between the date of conclusion of the contract and that of delivery, there are increases in the costs of raw materials, labor, production costs, transport, etc., R4 Automazioni s.r.l. may increase the agreed price, upon notice to the Customer. If this increase exceeds the price by more than twenty percent (20%)
agreed at the time of conclusion of the contract, the Customer may only request in writing, within the peremptory term of five (5) working days from receipt of the notice of the price increase, for a renegotiation of the contract.
5. The price of the Products not delivered or withdrawn on the date established in the terms of the following article 11 could undergo proportional increases due to the higher costs incurred by R4 Automazioni srl, the changed market conditions, or any other cause that goes beyond the control of R4 Automazioni srl.
1. The place of payment remains fixed and firm at the registered office of R4 Automazioni s.r.l ..
2. If the Contract provides for payment by issuing drafts or issuing bills, the relative clauses are intended solely to facilitate payment by the Customer and do not involve the displacement of the place itself. The costs of stamp duty and collection of bills and drafts are charged to the customer. In any case, the costs of bank orders will be borne by the Customer
3. The payment of the amount of the single invoices must be made within ten (10) working days from the date of issue indicated in the invoice or within the deadline agreed between the parties and explicitly indicated in the Contract, without any deductions.
4. Regardless of the form of payment used, the payment obligation will not be extinguished until the complete and irrevocable credit to the account of R4 Automazioni s.r.l. .
5. Unless otherwise agreed in writing, the purchase price, to which taxes and any additional costs are added at the time of invoicing, will be paid for ten percent (10%) plus VAT at the time of conclusion of the contract, for fifteen percent (15%) upon completion of the design phase, fifteen percent (15%) at ten (10) business days from the start of manufacture, thirty percent (30%) at the time of signing of the Test Report referred to in the following art. 10, for twenty percent (20%) plus total VAT on delivery, for ten percent (10%) sixty (60) days from delivery. The sums paid prior to delivery are intended as a down payment.
6. If the Customer fails to pay within the agreed terms, R4 Automazioni s.r.l. will be entitled to interest starting from the working day following the deadline set in the terms of the previous paragraph 3 of this article or from the eleventh working day following the date of issue of the invoice, to the extent established by art. 5 of the Legislative Decree 9 October 2002 n. 231.
7. Where it is envisaged that the payment must be accompanied by a bank guarantee, the Customer must make available at the time of the conclusion of the Contract a first demand bank guarantee, issued in accordance with the Uniform Rules for Demand Guarantees of the CCI from primary Italian bank and payable against a simple declaration from R4 Automazioni srl not to have received the payment within the agreed terms.
8. If the Customer has not paid the amount due within ten (10) working days from the deadline set in the terms of the previous paragraph 3 of this article or from the eleventh working day following the date of issue of the invoice, R4 Automazioni s.r.l. will have the right to suspend the processing of the Product or to proceed in accordance with the following article 17.
9. After the same term referred to in the previous paragraph, R4 Automazioni s.r.l. is authorized to issue demand draft, without notice, to cover the price and costs of issuing the same. R4 Automazioni s.r.l. may avail itself of the right to assign the credit to third parties.
9. RESERVED DOMAIN
1. The Product is sold with a reservation of title pursuant to art. 1523 and following of the Civil Code. Consequently up to full payment
of the full price, including any interests and all accessories, the goods remain the property of R4 Automazioni s.r.l., even after delivery to the Customer.
2. In the event of initiatives by third parties on the Product subject to retention of title, R4 Automazioni s.r.l. must be informed immediately.
3. The Customer, at the request of R4 Automazioni s.r.l., will contribute with it to take all necessary measures to protect the right of ownership of the Product in the place concerned.
4. Notwithstanding the foregoing, the Customer is responsible for any damage and loss occurring after the communication of the preparation of the Product, even if by chance, force majeure or other events not attributable to the Customer.
1. Testing, provided for in the contract, must be performed in the place of manufacture of the Product, during ordinary working hours.
2. R4 Automazioni s.r.l. will inform the Customer of the Testing date at least ten (10) working days before the same, with a Test Notice.
3. If the Contract does not specify technical requirements, the Testing must be carried out in accordance with the practice in use in the reference industrial sector of the country of manufacture.
4. The Customer may expressly delegate who will have to intervene on his behalf, authorizing him to sign the relative Minutes. In any case, the Customer will have to bear all the expenses for participating in this Test, either by himself or by his representatives.
5. The Test Report must certify that the Product complies with the specifications and satisfaction of the Customer.
6. The Testing Report will always and in any case be authentic and cannot be subject to subsequent disputes.
7. If the Customer does not show up for the Testing, not even through a representative, the related Testing Report will be communicated to the Customer, who will be required to verify its correctness, the non-response to this communication, within 5 working days of receipt, it will be valid as approval of the minutes themselves.
8. If, on the basis of the Testing, the Product does not comply with the provisions of the Contract, beyond any reasonable tolerance, or does not reach, in excess of 20%, the target envisaged therein, R4 Automazioni s.r.l. must without delay correct any possible defect in order to ensure the conformity of the Product with the provisions of the contract. If the changes made are of considerable incisiveness and at the explicit request of the Customer, new tests will be carried out later. If necessary, the parties will agree on a new delivery date.
9. If the correction is not possible, R4 Automazioni s.r.l. will provide for a proportional reduction of the Price, within the limits of 5% of the Product price.
1. Delivery must take place within the term indicated in the Contract. If the Parties, instead of indicating the delivery date, have indicated a period of time within which the delivery must be made, this period will begin to run from the moment in which the Contract is stipulated, all the formalities have been completed, the payments due to the formation of the contract have been paid, any guarantee has been provided and all other preconditions have been respected.
2. Delivery terms are indicative and are not essential terms pursuant to art. 1457 of the Civil Code, in any case they do not include transport times.
3. Any agreed commercial term will be interpreted according to the INCOTERMS in force at the time of the conclusion of the Contract.
4. If no specific commercial term is agreed in writing, delivery will be EXW at the R4 Automazioni s.r.l plant.
5. The terms agreed are understood to be respected with the communication of the preparation of the Product.
6. Where R4 Automazioni s.r.l. undertakes, in agreement with the Customer in writing, to ship the Product to its destination, the risk is transferred no later than the moment in which the Product is delivered to the first carrier. In this case, partial shipments are allowed. At the request of the Customer and at his expense, R4 Automazioni s.r.l. will take out an insurance policy against damage that the Product could suffer during shipment.
7. If R4 Automazioni s.r.l. expects not to be able to deliver the Product on the delivery date, must immediately notify the Customer, specifying the reason and, if possible, the time at which delivery can be expected. If R4 Automazioni s.r.l. omits such notification, the
Customer may only request compensation for any additional costs, incurred and documented in writing, which he could have avoided if he had received such notification.
8. In any case, no penalty for late delivery can be charged to R4 Automazioni s.r.l. unless explicitly established in writing in the contract and approved in writing by an Administrator of the same.
Any penalty so agreed is in any case void if it exceeds the limits established in the following paragraphs 9 to 15.
The Customer waives any other action to enforce this type of compensation, however called.
9. Without prejudice to the provisions of this article, R4 Automazioni s.r.l. will not be held responsible for delays or non-delivery attributable to circumstances that are beyond its control and that it has not been able to counter while adopting the necessary diligence in relation to the extent of the circumstances themselves, such as merely by way of example and without claiming to be exhaustive:
(a) inadequate technical data, inaccuracies or delays of the Customer in transmitting necessary information or data to R4 Automazioni s.r.l;
(b) untimely fulfillment of all obligations by the Customer, such as, for example, the delivery of the documentation or authorizations of the Authorities that the Customer must provide, the opening of a credit or the payment of a payment fee;
(c) difficulties or delays in obtaining supplies of raw materials;
(d) difficulties or delays in the delivery of products, means of exercise or semi-finished products by subcontractors or suppliers of R4 Automazioni s.r.l .;
(e) problems related to the production or management of orders;
(f) partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, transport difficulties, riots, terrorist attacks and all other causes of force majeure as indicated in the following art. 12;
(g) delays by the carrier.
The occurrence of even one of the aforementioned events, or similar events, will be considered by the parties as a period of exemption, which will postpone the delivery terms of the entire period of the delay and will not give the right to compensation for any damages or compensation for any kind. This provision applies regardless of whether the reason for the delay occurs before or after the delivery date specified in the Contract.
10. If the Product is not delivered on the date or within the delivery deadline (according to the definition given in this article 11.1), the Customer, if established in compliance with the previous paragraph 8 and in the absence of the notification referred to in the previous paragraph 7, will be entitled to liquidation of damages starting from the fifth working day following the date on which the delivery should have taken place.
11. The settlement of damages will be due in the fixed amount of zero point fifteen percent (0.15%) of the purchase price calculated for each full week of delay. The settlement of the damages must not exceed, at the most, three percent (3%) of the purchase price.
If the delay concerns only a part of the Product, the settlement of damages will be calculated on that part of the purchase price that can be attributed to that part of the Product which, due to the delay, cannot be used for the purposes for which the parties had it. destined.
12. The damages referred to in this article are payable upon written request of the Customer, presented within six (6) months from the date on which the delivery should have taken place or from that on which the contract was terminated pursuant to the following paragraph.
13. If the delay in delivery is such as to determine the right of the Customer to liquidate damages to the maximum extent, pursuant to the previous paragraph 11, and if the Product has not yet been delivered, the Customer may request in writing that the delivery take place within a reasonable final term, which cannot be less than thirty (30) working days. If R4 Automazioni s.r.l. fails to deliver within this final deadline and if this is not due to circumstances attributable to liability
of the Customer, in this case the Customer will have the right to terminate the contract, by giving written notification, in relation to that part of the Product which, due to the non-delivery by R4 Automazioni srl, cannot be used for the purposes which the parties they had destined him.
14. If the Customer cancels the Contract, he will be entitled to compensation for the loss suffered as a result of the delay of R4 Automazioni s.r.l .. Full compensation, including the settlement of damages to be paid pursuant to paragraph 11 of this article, shall not
exceed ten (10) percent of that portion of the purchase price which may be attributed to the portion of the Product in relation to which the contract is terminated.
15. The liquidation of damages and the termination of the contract with limited compensation, as provided for in the previous paragraphs of this article, are the only corrective measures available to the Customer in case of delay by R4 Automazioni srl. Any other based claim is excluded. on that delay.
16. If the Customer expects not to be able to accept the delivery of the Product on the date established in the terms of the previous paragraph 1 of this article, he must immediately notify R4 Automazioni s.r.l. in writing, specifying the reason and the time when it expects to be able to accept the delivery.
17. If the Customer does not accept the delivery on the date or within the delivery term (according to the definition given in this article 11.1), he will in any case have to pay all part of the purchase price which has become due on the date or within the term previously set, as if the delivery had taken place. R4 Automazioni s.r.l. will arrange for the storage of the Product at the Customer's risk and expense. R4 Automazioni s.r.l. he will also have to insure the product at the expense of the customer, if he so requests.
18. If the delivery is not accepted by the Customer or is delayed at his request or for reasons attributable to him, starting from the fifth working day following the notification of completion or from the delivery date established whichever is earlier, he will be charged monthly storage costs, at the rate of ten percent (10%) per annum of the selling price of the Product.
19. Unless the Customer's non-acceptance of delivery is not due to any of the circumstances referred to in article 12 below, R4 Automazioni s.r.l. will have the right to request, with written notice, that the delivery be made within a reasonable definitive term. If, for any reason not attributable to the responsibility of R4 Automazioni s.r.l., the Customer does not accept the delivery within this deadline, R4 Automazioni s.r.l. may terminate the contract in whole or in part by giving written notification. R4 Automazioni s.r.l. in this case, you will have the right to withhold the sums paid as an advance and compensation for the loss suffered due to the Customer's default, if the sums withheld are not sufficient. Said compensation must not exceed that part of the purchase price that can be attributed to the part of the Product in relation to which the Contract is terminated, increased up to thirty percent (30%) by reason of any expenses incurred by R4 Automazioni s.r.l ..
12. FORCE MAJEURE
1. Each of the parties will have the right to suspend the performance provided for in the contract to the extent that any circumstance beyond the control of the parties prevents the performance or makes it excessively onerous, for example: labor disputes, fire, war, extensive military mobilization, insurrection, confiscation, seizure, embargo, restrictions on the use of power as well as inconvenience or delays in deliveries by suppliers or sub-contractors, which are caused by any of the circumstances mentioned in this article.
2. If one of the circumstances mentioned in this article or another cause of Force Majeure occurs, regardless of whether this occurs before or after the formation of the contract, the right to suspension will be recognized only if its effects on the fulfillment of the contract could not be foreseen when the contract was formed.
3. The party who claims to have suffered the effects of Force Majeure must immediately notify the other party in writing of the fact that this circumstance has occurred and of its termination. The party will take all measures to limit its effects.
4. Regardless of what may otherwise derive from these General Conditions, each of the parties will have the right to terminate the contract, subject to a formal notice to fulfill notified in writing to the other party if the contractual fulfillment is suspended, by virtue of this article , for over twelve (12) months.
5. The Customer will not be able to invoke the circumstance of Force Majeure if it arises after the expiry of the agreed delivery term or after the notification of preparation of the Product.
6. If the Customer invokes the circumstance of Force Majeure, he must in any case correspond to R4 Automazioni s.r.l. the price of the Product in the state of manufacture reached at the time of such invocation.
1. Only if expressly provided for in the Contract, R4 Automazioni s.r.l. will arrange, at the expense of the Customer, for the assembly of the Product in the place of destination. In this case, the Customer must, totally at his own expense, transport and place the Product in the area of use, prepare the premises and provide for the connection of the electrical network, the compressed air generator and anything else necessary for a correct installation of the machines as well as the necessary assistance, so that the staff of R4 Automazioni srl can effectively carry out the assembly and installation works.
2. The transport of the Product, including the necessary packaging and the relative guarantees and insurance, will be exclusively at the expense and risk of the Customer.
1. Any complaints relating to the external characteristics of the Product (apparent defects) must be notified to R4 Automazioni s.r.l. in writing and without undue delay, under penalty of forfeiture, within five (5) days from the date of receipt of the Product.
2. Any complaints relating to defects that cannot be identified through a diligent check upon receipt (hidden defects) must be notified to R4 Automazioni s.r.l. in writing and without undue delay, under penalty of forfeiture, within five (5) working days from the date of discovery of the defect. The notification must contain a detailed description of the defect.
3. If the defect is such as to cause damage, the Customer must immediately inform R4 Automazioni s.r.l. in writing. In the absence of such notification, the Customer must assume all risk of damage caused by this defect.
4. If the Customer fails to notify R4 Automazioni s.r.l. in writing the defect within the terms established in the previous paragraphs of this article, will lose the right to correct the defect.
5. It is understood that any complaints or disputes do not entitle the Customer to suspend or delay payments for the Product object of the dispute, nor, even less, for other Products that may be the subject of different contracts between the parties.
6. R4 Automazioni s.r.l. is solely responsible for defects that arise in the context of the operating conditions set out in the contract and of an adequate use of the Product. The responsibility of R4 Automazioni s.r.l. will be limited to defects that become evident within one (1) year of delivery. If the daily use of the Product exceeds that agreed, this period will be proportionally reduced. The warranty period is however limited to six (6) months, if the Product is used in more than one daily shift.
7. R4 Automazioni s.r.l. in any case, it is not liable for any damage resulting from any production stop.
8. R4 Automazioni s.r.l. will repair or replace the mechanical parts of its construction, found to be defective at the origin and not tampered with.
9. The guarantee relating to machinery and components not built by R4 Automazioni s.r.l., but purchased by the latter from third parties, will be that provided by each individual manufacturer. In no case R4 Automazioni s.r.l. assumes responsibility for the product performances of the parts procured by its suppliers.
10. The Customer will autonomously and at his own expense uninstall and reassemble the equipment not made up of the Product, limited to what is necessary to correct the defect.
11. Repairs must be carried out in the place where the Product is located, unless R4 Automazioni s.r.l. does not consider it appropriate for the defective part of the product to be returned to him for repair or replacement.
12. The cost of labor for the disassembly of damaged parts and the reassembly of those replaced is excluded from the warranty, as well as travel costs.
13. Unless otherwise agreed in writing, the transport of the Product and / or any of its parts to R4 Automazioni s.r.l. and by R4 Automazioni s.r.l., which is necessary to proceed with the correction of defects, will be at the Customer's risk and expense. With reference to this transport, the Customer must follow the instructions of R4 Automazioni s.r.l ..
14. The Customer will bear any additional cost contracted by R4 Automazioni s.r.l. for repair, uninstallation, installation and transport in
consequence of the fact that the Product is located in a place other than the destination established in the contract.
15. If the defect of a part of the Product has been corrected, R4 Automazioni s.r.l. will be responsible for defects in the repaired or replaced part under the terms and conditions set forth in this article. For the remaining parts of the Product, the term referred to in paragraph 6 of this article will be extended only to an extent equivalent to the period for which the Product was out of use due to the defect.
16. R4 Automazioni s.r.l. is obliged to uninstall and reinstall the part if specific knowledge is required for this. Otherwise, R4 Automazioni s.r.l. is released from the obligations relating to the correction of the defect when it delivers the duly repaired or replaced part to the Buyer.
17. If the Customer has provided the notification referred to in the first two paragraphs of this article, and no defect has been found whose responsibility is attributable to R4 Automazioni srl, the same will be entitled to compensation for the costs incurred following such notification , increased up to twenty percent (20%).
18. They will be made available to R4 Automazioni s.r.l. defective parts replaced, which will remain its property.
19. If, within a reasonable time, R4 Automazioni s.r.l. fails to fulfill its obligations under this article, the Customer may set, by giving written notification, a final deadline for the fulfillment of the same. If R4 Automazioni s.r.l. fails to fulfill its obligations within this final deadline, the Customer may take any direct action to correct the defect, directly or through third parties. Where these actions, undertaken by the Customer or by a third party, are successful, the reimbursement by R4 Automazioni s.r.l. reasonable costs incurred and documented by the Customer will extinguish the obligation of R4 Automazioni s.r.l. in relation to the aforementioned defect.
20. If the correction of the defect referred to in the previous paragraph is not successful, the Customer will be entitled to prompt repair or replacement by R4 Automazioni srl. Failing this, he may request a reduction in the purchase price proportional to the reduction in value of the Product, it being understood that in no case may this reduction exceed the amount of fifteen percent (15%) of the purchase price of the Product.
21. R4 Automazioni s.r.l. is not responsible for defects deriving from materials possibly supplied by the Customer, or from a project carried out on the Customer's instructions or for which the Customer has provided technical indications adopted against the opinion of R4 Automazioni s.r.l technicians.
22. The responsibility of R4 Automazioni s.r.l. does not include defects caused by inadequate maintenance or repair and incorrect installation by the Customer, nor by changes made without the written consent of R4 Automazioni s.r.l ..
23. The responsibility of R4 Automazioni s.r.l. it does not include ordinary wear and tear.
24. Without prejudice to the provisions of the preceding paragraphs, R4 Automazioni s.r.l. will not be liable for defects in any part of the Product for more than eighteen (18) months from delivery.
25. R4 Automazioni s.r.l. will not be responsible for any defects other than those provided for in this article.
15. USE OF THE PRODUCT IN SAFE CONDITIONS
1. The use of the machinery is subject to compliance with the contents of the manuals provided.
2. It is the Customer's responsibility to equip their staff with the individual protection systems required by the application to safeguard the safety of operators.
3. It is the Customer's responsibility to prepare the training of operators according to the tasks required of them.
4. It is the Customer's responsibility to prepare the correct insertion of the machinery in the production environment.
5. It is the Customer's responsibility to ensure the correct execution of maintenance operations.
16. DISTRIBUTION OF LIABILITY FOR DAMAGES CAUSED BY THE PRODUCT
1.R4 Automazioni s.r.l., their respective directors, administrators, employees, collaborators and agents will not be liable for any damage to assets
of the Customer and / or third parties, including any movable or immovable property in any capacity in the Customer's availability, which was caused by the Product after its delivery.
R4 Automazioni s.r.l., their respective directors, administrators, employees and agents will not be liable for damage caused by the Product to products manufactured by the Customer, or to products of which the Customer's products are part. R4 Automazioni s.r.l., the respective directors, administrators, employees, collaborators and agents will not be liable for damage caused by the Product for physical injury or death of persons.
2. The Customer must indemnify and hold harmless R4 Automazioni srl, their respective directors, administrators, employees, collaborators and agents from and against any expense (including, by way of example, reasonable legal fees) damage and loss suffered by any of said parties as a result of or in connection with a claim, petition, or legal action filed or initiated by a third party for bodily injury or death, material damage to property, or infringement of intellectual property rights.
3. The limitation of liability of R4 Automazioni s.r.l. referred to in this article will not apply in the event that R4 Automazioni s.r.l. was responsible for gross negligence.
4. Unless otherwise stated in these General Conditions, there is no liability for R4 Automazioni s.r.l. towards the Customer, or anyone else interested, for the lack of production, the lack of profit, the lack of use, the loss of contracts or any other indirect loss.
17. EXPRESS TERMINATION CLAUSE
1. This contract will be terminated by law in the manner provided for by art. 1456 cod. civ. if the Customer, in addition to the provisions of these general conditions:
(a) suspend, in whole or in part, the payment of any sum due to R4 Automazioni s.r.l .;
(b) disclose to third parties news and sensitive information relating to commercial relations with R4 Automazioni s.r.l .;
(c) the capital guarantees placed to protect the satisfaction of the credit reasons of R4 Automazioni s.r.l have decreased;
(d) request extensions of the payment terms;
(e) has become unavailable;
(f) changes have occurred in its corporate structure;
(g) you refuse to release to R4 Automazioni s.r.l. personal and real guarantees.
2. In the event of termination of the contract, the Customer, in addition to having to pay R4 Automazioni s.r.l. the full amount due at the time of termination, will still have to fully compensate you for all damages suffered by the same as a result of its contractual breaches. However, the possibility remains for R4 Automazioni s.r.l. to request compliance.
18. APPLICABLE LAW AND JURISDICTION
1. The contractual relationship, although not specifically contemplated by this Agreement, will be subject exclusively to Italian law, with the exclusion of any provision relating to conflict of laws, and the United Nations Convention on International Sale and Purchase Contracts will not apply. merci (the "Vienna Convention").
2. The competent court for the resolution of any dispute, directly or indirectly deriving from the contractual relationship, will be the competent court in the territory in which the registered office of R4 Automazioni srl is located. However, no provision contained in this article will limit the right to R4 Automazioni srl to initiate legal actions against the Customer at another competent court.